Wintrust Financial Corporation
                727 North Bank Lane, Lake Forest, Illinois 60045

                                 February, 2002

Dear Shareholders,

         This  letter  provides  a brief  update  on our  financial  performance
through  the  fourth  quarter  of 2001  and  other  news of  Wintrust  Financial
Corporation.  A more  detailed  analysis  will be available  shortly in our 2001
Annual Report. We have also attached a copy of our January 17, 2002 news release
of our earnings for the quarter and year ended December 31, 2001.

HIGHLIGHTS FOR THE FOURTH QUARTER AND YEAR 2001

         2001 was a very good year for your Company.  We again  achieved  record
earnings  and  surpassed  the $2.7  billion  asset  level.  Here is an  overview
summarizing our financial results and accomplishments during 2001:

     o    Wintrust  generated  record  earnings  for the year and, in fact,  had
          record  earnings each quarter  during the year.  The Company  recorded
          earnings of $18.4  million for the year compared with $11.2 million in
          2000, up 65%. Excluding a non-recurring charge in 2000, net income was
          up 34% in 2001.

     o    Net income  reached  $5.2 million for the quarter  ended  December 31,
          2001, an increase of 35% over the $3.8 million  recorded in the fourth
          quarter of 2000;

     o    On a per share  basis,  net income  totaled  $0.50 per diluted  common
          share for the  fourth  quarter  of 2001,  up from  $0.43 in the fourth
          quarter of 2000; and, on a year-to-date  basis,  net income per common
          share  totaled  $1.90  compared to the $1.25  reported in 2000,  a 52%
          increase.  Excluding the aforementioned  non-recurring charge in 2000,
          net income per diluted common share increased 23%.

     o    For the twelve months of 2001,  return on average equity  increased to
          15.24%,  the  highest  annual  return  on  equity  rate that our young
          Company has achieved;

     o    Total assets rose to $2.7 billion as of December 31, 2001, an increase
          of $603 million,  or 29%,  compared to a year ago. We continue to show
          strong and consistent asset growth in our de novo banks;

     o    Total  deposits  reached $2.3 billion as of year-end 2001, an increase
          of $488 million, or 27%, compared to December 31, 2000;

     o    Total loans grew to $2.1 billion as of December 31, 2001,  an increase
          of $503 million, or 32%, compared to a year ago;

     o    Our net overhead ratio, a measure of operating efficiency, improved to
          1.50% in the  fourth  quarter  of 2001 from  1.90% in the  prior  year
          quarter;

                                     - 1 -

     o    Our asset  quality  remains  strong,  as the  level of  non-performing
          assets is very manageable;

     o    We continue  to be one of the  fastest  growing de novo bank groups in
          the country, not only in assets, but in earnings and revenues as well;

     o    In late December, Northbrook Bank & Trust moved into its new permanent
          facility.  At the end of December  2001, it has already  surpassed the
          $85  million  asset  level,  making  this one of the  fastest  growing
          Wintrust community banks ever; and

     o    Also in late  December,  we  announced  an  agreement  to purchase the
          Chicago-based Wayne Hummer Investments LLC and Wayne Hummer Management
          Company for $28 million in cash and stock.

COMPOUND GROWTH RATES

         The  following  table  demonstrates  the high and  consistent  compound
growth rates  achieved by your Company  over the one,  two,  three and four year
periods  ending  December 31, 2001.  We will endeavor to continue to post higher
than average growth rates in 2002 and beyond.



                                                            Compound Growth Rates
                                     --------------------------------------------------------------------
                                             1 year             2 year           3 year          4 year
                                             ------             ------           ------          ------

                                                                                      
         Total Assets                         28.7%              26.9%            26.1%           26.6%

         Total Loans                          32.3%              27.0%            27.6%           30.4%

         Total Deposits                       26.7%              25.8%            23.5%           26.0%

         Total Revenue                        29.6%              33.7%            31.9%           34.2%

         Net Income                            34.0%*            39.9%            43.5%           39.7%

<FN>
         * Excludes non-recurring after-tax charge reported in 2000
</FN>



CASH DIVIDEND INCREASE AND STOCK SPLIT

         At its January 24, 2002  meeting,  the Board of  Directors  approved an
increase  in the  semi-annual  dividend to $0.09 per common  share  ($0.18 on an
annualized  basis).  This  represents a 28.6% increase over the $0.14 paid on an
annual basis in 2001.  The Company has  increased  the  dividend  rate each year
since a dividend  payment was initiated in 2000. At this new dividend  rate, the
Company is still retaining  approximately 90% of earnings to fund future growth.
The  dividend is payable on February  19, 2002 to  shareholders  of record as of
February 5, 2002.

         At the same  meeting,  the Board of Directors  declared a 3-for-2 stock
split of the  Company's  common  stock to be effected in the form of a 50% stock
dividend,  payable on March 14,  2002 to  shareholders  of record as of March 4,
2002.  This is  Wintrust's  first  stock split and it is designed to improve the
liquidity of the Company's common stock.

                                     - 2 -

STOCK PRICE PERFORMANCE IN 2001

         While we recognize  that we cannot  control the  movements of the stock
market,  we can  continue to execute a strategy  designed to produce  consistent
growth in earnings,  revenues  and assets.  Such results will be rewarded in due
course.

         We are clearly pleased that the stock price of Wintrust stood at $30.57
per share,  or 92% higher than at December  31,  2000,  and  consider  the sharp
upward  movement  in the  stock  price  to be long  overdue  recognition  of the
Company's  growth and  performance.  By contrast,  for the year 2001, the Nasdaq
Bank Index was up 10% and the Nasdaq  Composite  Index was down 21%. We continue
to believe that we can achieve further meaningful increases in share value as we
continue to execute our strategy.

WAYNE HUMMER COMPANIES

         In December,  we announced the signing of an agreement to purchase 100%
of the ownership interest of Wayne Hummer Investments LLC (WHI) and Wayne Hummer
Management Company (WHMC) (collectively the "Wayne Hummer Companies"). The Wayne
Hummer Companies are based in Chicago, Illinois and have over seventy-one years'
history of providing financial services.  Wayne Hummer Investments is the oldest
brokerage firm headquartered in Chicago that has continuously operated using the
same  brand  name.  Accordingly,  the  firm is  well  respected  in the  Chicago
metropolitan  area  and  its  brokerage  and  asset  management  client  base is
nationwide.  It is a company  with a  terrific  operating  culture,  outstanding
growth and profit potential, and a dedicated management team.

         This  transaction  is a win-win  situation for both  companies and more
importantly for our customers.  Here are some of the reasons why we believe this
acquisition will benefit the Wintrust shareholders:

     o    We believe this will be an accretive transaction with a well-respected
          Chicago firm with consistent  profitability,  a loyal client base, and
          strong corporate culture.

     o    It is fully supported by both  parties--all of the Wayne Hummer senior
          officers  have agreed to stay on and manage the  operations of WHI and
          WHMC.

     o    The  additional  revenue  provided by the Wayne Hummer  Companies will
          further diversify  Wintrust's revenue stream and is expected to result
          in non-interest income in excess of 40% of total net revenues, up from
          the current level of 27%.

     o    Currently,  the Wayne Hummer  Companies  have over $400 million in low
          cost money market mutual fund deposits that are expected to eventually
          become  insured  deposits in Wintrust  banks.  Using these deposits to
          fund our excess loan production will generate attractive spreads.

     o    This merger will expedite the  profitability  of Wintrust's  trust and
          investment business and will result in over $1 billion in assets under
          direct management (including the existing Hummer mutual funds).

     o    Wintrust  will be able to offer full  service  brokerage  services and
          proprietary  mutual  funds  to its  50,000  bank  and  Wintrust  Asset
          Management  customer  households  through  a  well-established   local
          brokerage firm.

                                     - 3 -


     o    Additional  services  available from the Wayne Hummer Companies allows
          the  Wintrust  organization  to take  another big step  forward in its
          efforts to be a "one-stop"  shop for all of its  customers'  financial
          needs.


         The  transaction is expected to close in the first quarter,  subject to
regulatory  approval.  We will  provide  more  details  about the  Wayne  Hummer
Companies and our plans for the future in our upcoming annual report.


ANNUAL MEETING

         Our Wintrust  Financial  Corporation  Annual Meeting of Shareholders is
scheduled to be held on Thursday,  May 23, 2002 at 10:00 a.m. Please reserve the
date. We hope you can attend.


SUMMARY

         In summary, we are pleased with the Company's significant growth in the
fourth quarter and for the year. This was a very good year in terms of executing
our strategy of balancing  growth in the balance  sheet with growth in earnings.
For the future,  we are confident in our corporate  strategy and believe we have
strong  momentum  going  into  2002.  We are  grateful  for your  support of our
organization and are  enthusiastic  about making the year 2002 another good year
in terms of growth in earnings and assets.

                                  Yours truly,



          /s/ John S. Lillard                          /s/ Edward J. Wehmer
          -------------------                          --------------------
          John S. Lillard                              Edward J. Wehmer
          Chairman                                     President and CEO


- --------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
- --------------------------------------------------------------------------------
This  letter  contains  forward-looking  statements  related  to  the  Company's
financial  performance  that are based on  estimates.  The Company  intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of invoking these safe
harbor  provisions.  Actual results could differ materially from those addressed
in the  forward-looking  statements  due to factors  such as changes in economic
conditions,  competition,  or other factors that may  influence the  anticipated
growth rate of loans and deposits,  the quality of the loan portfolio,  loan and
deposit pricing,  unanticipated changes in interest rates that negatively impact
net  interest  income,  future  events that may cause  unforeseen  loan or lease
losses,  slower than anticipated  development and growth of Tricom and the trust
and  investment  business,  unanticipated  changes  in  the  temporary  staffing
industry,  the ability to adapt successfully to technological changes to compete
effectively  in the  marketplace,  failure to obtain the necessary  approvals to
consummate  the  purchase of the Wayne  Hummer  Companies,  competition  and the
related  pricing  of  brokerage  and  asset  management   products,   unforeseen
difficulties in integrating the acquisition of the Wayne Hummer  Companies,  the
ability  to pursue  acquisition  and  expansion  strategies  and the  ability to
attract and retain  experienced senior  management.  Therefore,  there can be no
assurances that future actual results will  correspond to these  forward-looking
statements.
- --------------------------------------------------------------------------------

                                     - 4 -

                         Wintrust Financial Corporation
                727 North Bank Lane, Lake Forest, Illinois 60045



NEWS RELEASE

FOR IMMEDIATE RELEASE                                           January 17, 2002
- ---------------------

FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Executive Vice President & Chief Financial Officer
(847) 615-4096
Website address:  www.wintrust.com


             WINTRUST FINANCIAL CORPORATION REPORTS RECORD EARNINGS
             ------------------------------------------------------
                        FOR THE FOURTH QUARTER AND YEAR;
                        -------------------------------
                       FOURTH QUARTER NET EARNINGS UP 35%
                       ---------------------------------


         LAKE FOREST,  ILLINOIS -- Wintrust Financial  Corporation  ("Wintrust")
(Nasdaq: WTFC) announced record net income of $5.2 million for the quarter ended
December 31, 2001,  an increase of $1.3  million,  or 35%, over the $3.8 million
recorded in the fourth quarter of 2000. On a per share basis, net income for the
fourth  quarter of 2001  totaled  $0.50 per diluted  common  share,  a $0.07 per
share,  or 16%,  increase as compared to the 2000 fourth  quarter total of $0.43
per diluted  common  share.  The lower  growth rate in the earnings per share as
compared to net income was due to the issuance of 992,500  additional  shares of
common stock in June 2001.  Return on average  equity for the fourth  quarter of
2001 was 14.74%,  relatively  unchanged  from the 14.87%  reported for the third
quarter of 2001.
         For the year ended December 31, 2001, net income totaled a record $18.4
million, or $1.90 per diluted common share, an increase of $4.7 million, or 34%,
compared to the $13.8 million  (excluding a non-recurring  charge)  reported for
2000. Return on average equity for 2001 was 15.24%.
         "We are pleased  with the  Company's  continued  growth in earnings and
assets in the fourth  quarter and for the year as well as the credit  quality of
our loan portfolio,"  commented Edward J. Wehmer,  President and Chief Executive
Officer.  "In 2001, we increased our assets by 29% and our earnings per share by
23% (excluding the effect of last year's non-recurring charge) while at the same
time  increasing  our  outstanding  shares  during the year with a common  stock
offering."
         Mr.  Wehmer  added,  "The Company is well  positioned  for 2002. We are
excited  about our pending  acquisition  of the Wayne Hummer  Companies and look
forward to the challenges and opportunities in the next year. We are comfortable
that we will be able to meet the analysts'  consensus earnings estimate for 2002
of $2.16 per share."

                                    - more -

         Total  assets  increased  to $2.7  billion at  December  31,  2001,  an
increase of $603  million,  or 29%,  compared to $2.1 billion a year ago.  Total
loans grew to $2.1  billion as of December 31,  2001,  a $503  million,  or 32%,
increase  over the $1.6 billion  balance a year  earlier.  Total  deposits as of
December 31, 2001 were $2.3  billion,  an increase of $488  million,  or 27%, as
compared to $1.8 billion as of December 31, 2000.
          Wintrust's key operating measures,  excluding the non-recurring charge
reported in 2000,  continue to show impressive  growth rates in 2001 as compared
to the prior year, as evidenced by the table below:




                                                                                                             12/31/2001
                                                                                                                over
                                                                    Year                   Year               12/31/2000
                                                                    Ended                 Ended                Percent
    Dollars in thousands, except per share data                   12/31/2001            12/31/2000           Improvement
    -------------------------------------------                   ----------            ----------           -----------

                                                                                                      
    Net income                                                     $  18,439             $  13,761  *          34.0%
    Net income per common share - Diluted                          $    1.90             $    1.54  *          23.4%

    Net revenues                                                   $ 102,812             $  79,306             29.6%
    Net interest income                                            $  74,014             $  61,000             21.3%

    Net interest margin                                                3.49%                 3.66%             (4.6%)
    Core net interest margin                                           3.73%                 3.91%             (4.6%)
    Net overhead ratio                                                 1.59%                 1.90%  *          16.3%
    Return on average assets                                           0.79%                 0.74%  *           6.8%
    Return on average equity                                          15.24%                14.20%  *           7.3%

    At end of period
    Total assets                                                 $ 2,705,422           $ 2,102,806             28.7%
    Total loans, net of unearned income                          $ 2,061,383           $ 1,558,020             32.3%
    Total deposits                                               $ 2,314,636           $ 1,826,576             26.7%




    Book value per common share                                     $  14.58              $  11.87             22.8%
    Market price per common share                                   $  30.57              $  15.94             91.8%

    ---------------------------------------------- --- ---------------------- - -------------------

<FN>
* Excludes  non-recurring  charge of $4.320 million  ($2.606  million after tax)
reported in 2000.
</FN>


         For the fourth  quarter of 2001,  net  interest  income  totaled  $19.6
million and increased $3.0 million, or 18%, compared to the prior year quarterly
total of $16.6 million.  Noninterest  income totaled $7.5 million for the fourth
quarter of 2001, and increased $2.4 million,  or 48%, over the fourth quarter of
2000.  The increase in  noninterest  income over the prior year same quarter was
primarily  attributable  to increases in fees from the  origination  and sale of
mortgage  loans into the secondary  market and income from certain  covered call
option  transactions.  Noninterest expense in the fourth quarter of 2001 totaled
$17.2  million,  reflecting an increase of $2.5  million,  or 17%, over the same
period in 2000. The primary component of the increase in noninterest expense was
an increase in salaries and employee benefits of $1.5 million,  or 20%, over the
prior year  amount.  The  increase  in  salaries  and  benefits  was a result of
continued growth

                                    - more -


and expansion of the de novo banks,  increased  staffing at the premium  finance
subsidiary, increases in commissions paid related to fees on mortgage loans sold
and normal increases in salaries and the cost of employee benefits.
         Non-performing  assets totaled $13.1 million, or 0.48%, of total assets
at December 31, 2001, reflecting a decrease from the September 30, 2001 level of
$13.6 million,  or 0.54% of total assets. The level of non-performing  assets in
the Company's core banking loans remains low and very manageable,  consisting of
$1.6 million in  residential  real estate and home equity loans and $2.2 million
of  commercial,  commercial  real  estate  and  consumer  loans.  Non-performing
indirect  automobile  loans were  $857,000,  or 0.47%,  of that  portfolio.  The
non-performing  asset  level for the premium  finance  loan  portfolio  was $8.2
million at  December  31,  2001,  reflecting  a decrease  of  $969,000  from the
September  30, 2001 amount and a decrease of $2.5  million  from the peak of the
non-performing loans reported as of March 31, 2001. About a year ago the Company
began to eliminate  relationships  with  insurance  agencies that were referring
business to our premium finance  subsidiary  that had relatively  small balances
and higher than normal  delinquency  rates.  We continue to see progress in this
portfolio  and continue to expect the level of  non-performing  loans related to
this portfolio to decline again in the next quarter.
         Wintrust is a multi-bank  holding  company whose common stock is traded
on the  Nasdaq  Stock  Market(R).  Its seven  suburban  Chicago  community  bank
subsidiaries,  each of which was founded as a de novo bank since  December 1991,
are located in high income retail  markets -- Lake Forest Bank & Trust  Company,
Hinsdale Bank & Trust  Company,  North Shore  Community  Bank & Trust Company in
Wilmette,  Libertyville  Bank & Trust Company,  Barrington Bank & Trust Company,
Crystal Lake Bank & Trust Company and Northbrook Bank & Trust Company. The banks
also operate facilities in Lake Bluff, Highwood,  Glencoe,  Winnetka,  Clarendon
Hills, Western Springs, Skokie, Wauconda, McHenry and Hoffman Estates, Illinois.
Additionally, the Company operates three non-bank subsidiaries.  First Insurance
Funding  Corporation,  one of the largest  commercial  insurance premium finance
companies  operating in the United  States,  serves  commercial  loan  customers
throughout the country.  Wintrust Asset Management  Company, a trust subsidiary,
allows Wintrust to service customers' trust and investment needs at each banking
location.  Tricom, Inc. provides  short-term  accounts receivable  financing and
value-added  out-sourced  administrative  services,  such as data  processing of
payrolls,  billing and cash management  services,  to temporary staffing service
clients located  throughout the United States.  Currently,  Wintrust  operates a
total of 29  banking  offices  and is in the  process  of  constructing  several
additional banking  facilities.  Wintrust Financial  Corporation has been one of
the fastest growing de novo bank groups in Illinois.

                                      # # #



WINTRUST FINANCIAL CORPORATION
SELECTED FINANCIAL HIGHLIGHTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                     THREE MONTHS                        YEAR ENDED
                                                                    ENDED DECEMBER 31,                   DECEMBER 31,
                                                                 2001              2000            2001               2000
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
SELECTED FINANCIAL CONDITION DATA
  (AT END OF PERIOD):
  Total assets                                                  $ 2,705,422       $ 2,102,806
  Total deposits                                                  2,314,636         1,826,576
  Total loans, net of unearned income                             2,061,383         1,558,020
  Notes payable                                                      46,575            27,575
  Long-term debt - trust preferred securities                        51,050            51,050
  Total shareholders' equity                                        141,278           102,276
- ---------------------------------------------------------------------------------------------------------------------------------

SELECTED STATEMENTS OF INCOME DATA:
  Net interest income                                             $  19,593         $  16,643       $  74,014          $  61,000
  Net revenues                                                       27,049            21,674         102,812             79,306
  Income before taxes and cumulative effect of accounting change      7,959             5,611          29,129             16,448
  Net income before cumulative effect of accounting change            5,164             3,815          18,693             11,155
  Net income                                                          5,164             3,815          18,439             11,155
  Net income per common share - Basic                                  0.53              0.44            2.01               1.28
  Net income per common share - Diluted                                0.50              0.43            1.90               1.25
- ---------------------------------------------------------------------------------------------------------------------------------

SELECTED FINANCIAL RATIOS AND OTHER DATA:
Performance Ratios:
  Net interest margin                                                 3.29%             3.65%           3.49%              3.66%
  Core net interest margin (1)                                        3.50%             3.93%           3.73%              3.91%
  Non-interest income to average assets                               1.15%             0.99%           1.24%              0.99%
  Non-interest expense to average assets                              2.65%             2.90%           2.83%              3.12%
  Net overhead ratio                                                  1.50%             1.90%           1.59%              2.13%
  Net overhead ratio - excluding fraud charge, net (2)                1.50%             1.94%           1.59%              1.90%
  Efficiency ratio                                                   63.12%            67.34%          63.66%             72.33%
  Return on average assets                                            0.80%             0.75%           0.79%              0.60%
  Return on average equity                                           14.74%            15.44%          15.24%             11.51%

  Average total assets                                          $ 2,574,812       $ 2,014,873     $ 2,328,032        $ 1,853,582
  Average shareholders' equity                                      139,027            98,283         120,995             96,918
  Average loan-to-average deposit ratio                               87.2%             87.5%           87.4%              87.7%

  Non-performing assets to total assets                               0.48%             0.46%

Common Share Data at end of period:
  Market price per common share                                    $  30.57          $  15.94
  Book value per common share                                      $  14.58          $  11.87
  Common shares outstanding                                       9,687,777         8,614,395

Other Data at end of period:
  Number of:
    Bank subsidiaries                                                     7                 7
    Non-bank subsidiaries                                                 3                 3
    Banking offices                                                      29                28
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  The core net interest margin excludes the interest expense  associated with
     the Company's Trust Preferred Securities.
(2)  Excludes  non-recurring  charge of $4.52 million and a partial  recovery of
     $200,000  reported in the third and fourth  quarter,  respectively of 2000,
     related to a  fraudulent  loan scheme  perpetrated  against  the  Company's
     premium finance subsidiary.
</FN>


                                     - 1 -




WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
(In thousands)


                                                                                DECEMBER 31,        December 31,
                                                                                    2001                2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                                   
ASSETS
Cash and due from banks                                                              $  71,575            $  65,413
Federal funds sold and securities purchased under resale agreements                     51,955              164,641
Interest-bearing deposits with banks                                                       692                  182
Available-for-Sale securities, at fair value                                           385,350              193,105
Loans, net of unearned income                                                        2,061,383            1,558,020
    Less: Allowance for possible loan losses                                            13,686               10,433
- --------------------------------------------------------------------------------------------------------------------
    Net loans                                                                        2,047,697            1,547,587
Premises and equipment, net                                                             99,132               86,386
Accrued interest receivable and other assets                                            38,936               34,722
Goodwill and other intangible assets, net                                               10,085               10,770
- --------------------------------------------------------------------------------------------------------------------

    Total assets                                                                   $ 2,705,422           $2,102,806
====================================================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Non-interest bearing                                                               $ 254,269            $ 198,319
  Interest bearing                                                                   2,060,367            1,628,257
- --------------------------------------------------------------------------------------------------------------------
    Total  deposits                                                                  2,314,636            1,826,576

Short-term borrowings                                                                   28,074               43,639
Federal Home Loan Bank advances                                                         90,000                    -
Notes payable                                                                           46,575               27,575
Long-term debt - trust preferred securities                                             51,050               51,050
Accrued interest payable and other liabilities                                          33,809               51,690
- --------------------------------------------------------------------------------------------------------------------

    Total liabilities                                                                2,564,144            2,000,530
- --------------------------------------------------------------------------------------------------------------------

Shareholders' equity:
  Preferred stock                                                                            -                    -
  Common stock                                                                           9,688                8,857
  Surplus                                                                              102,800               83,710
  Common stock warrants                                                                     99                  100
  Treasury stock, at cost                                                                    -               (3,863)
  Retained earnings                                                                     30,995               13,835
  Accumulated other comprehensive loss                                                  (2,304)                (363)
- --------------------------------------------------------------------------------------------------------------------
    Total shareholders' equity                                                         141,278              102,276
- --------------------------------------------------------------------------------------------------------------------

    Total liabilities and shareholders' equity                                     $ 2,705,422           $2,102,806
====================================================================================================================


                                     - 2 -




WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                   THREE MONTHS ENDED           YEAR ENDED
                                                                      DECEMBER 31,             DECEMBER 31,
                                                                    2001         2000        2001        2000
- ------------------------------------------------------------------------------------------------------------------
                                                                                            
INTEREST INCOME
  Interest and fees on loans                                        $ 36,227     $36,948    $ 149,057   $ 130,910
  Interest bearing deposits with banks                                     6           2           10          26
  Federal funds sold and securities purchased under resale agreements  1,901         571        5,632       1,627
  Securities                                                           2,620       4,372       11,756      15,621
- ------------------------------------------------------------------------------------------------------------------
    Total interest income                                             40,754      41,893      166,455     148,184
- ------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
   Interest on deposits                                               18,618      22,823       83,503      78,670
   Interest on Federal Home Loan Bank advances                           677           -          942           -
   Interest on short-term borrowings and notes payable                   578       1,139        2,845       4,371
   Interest on long-term debt - trust preferred securities             1,288       1,288        5,151       4,143
- ------------------------------------------------------------------------------------------------------------------
     Total interest expense                                           21,161      25,250       92,441      87,184
- ------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                   19,593      16,643       74,014      61,000
Provision for possible loan losses                                     1,898       1,384        7,900       5,055
- ------------------------------------------------------------------------------------------------------------------

Net interest income after provision for possible loan losses          17,695      15,259       66,114      55,945
- ------------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Fees on mortgage loans sold                                          2,634         894        7,831       2,911
  Service charges on deposit accounts                                    714         510        2,504       1,936
  Trust and asset management fees                                        537         497        1,996       1,971
  Gain on sale of premium finance receivables                            908         954        4,564       3,831
  Administrative services revenue                                        947       1,064        4,084       4,402
  Net securities gains (losses)                                           22          54          337         (40)
  Other                                                                1,694       1,058        7,482       3,295
- ------------------------------------------------------------------------------------------------------------------
    Total non-interest income                                          7,456       5,031       28,798      18,306
- ------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Salaries and employee benefits                                       9,384       7,852       35,628      28,119
  Occupancy, net                                                       1,161       1,141        4,821       4,252
  Equipment expense                                                    1,670       1,455        6,297       5,101
  Data processing                                                        881         723        3,393       2,837
  Advertising and marketing                                              460         411        1,604       1,309
  Professional fees                                                      531         551        2,055       1,681
  Amortization of intangibles                                            169         178          685         713
  Premium finance defalcation                                              -        (200)           -       4,320
  Other                                                                2,935       2,568       11,300       9,471
- ------------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                        17,191      14,679       65,783      57,803
- ------------------------------------------------------------------------------------------------------------------

Income before taxes and cumulative effect of accounting change         7,960       5,611       29,129      16,448
Income tax expense                                                     2,796       1,796       10,436       5,293
- ------------------------------------------------------------------------------------------------------------------

Income before cumulative effect of accounting change                   5,164       3,815       18,693      11,155
Cumulative effect of change in accounting for derivatives, net of tax      -           -          254           -
- ------------------------------------------------------------------------------------------------------------------

NET INCOME                                                           $ 5,164     $ 3,815     $ 18,439    $ 11,155
==================================================================================================================

BASIC EARNINGS PER SHARE:
  Income before cumulative effect of accounting change                $ 0.53      $ 0.44       $ 2.04      $ 1.28
  Cumulative effect of accounting change, net of tax                       -           -         0.03           -
- ------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE - BASIC                                   $ 0.53      $ 0.44       $ 2.01      $ 1.28
==================================================================================================================

DILUTED EARNINGS PER SHARE:
  Income before cumulative effect of accounting change                $ 0.50      $ 0.43       $ 1.93      $ 1.25
  Cumulative effect of accounting change, net of tax                       -           -         0.03           -
- ------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE - DILUTED                                 $ 0.50      $ 0.43       $ 1.90      $ 1.25
==================================================================================================================

CASH DIVIDENDS DECLARED PER COMMON SHARE                              $ 0.00      $ 0.00       $ 0.14      $ 0.10
==================================================================================================================

Weighted average common shares outstanding                             9,685       8,614        9,156       8,711
Dilutive potential common shares                                         636         242          540         230
- ------------------------------------------------------------------------------------------------------------------
Average common shares and dilutive common shares                      10,321       8,856        9,696       8,941
==================================================================================================================


                                     - 3 -


NET INTEREST INCOME

The following  table presents a summary of the Company's net interest income and
related net interest  margins,  calculated on a fully taxable  equivalent basis,
for the quarters ended December 31, 2001 and 2000:



                                                     FOR THE QUARTER ENDED                        For the Quarter Ended
                                                       DECEMBER 31, 2001                            December 31, 2000
                                            -----------------------------------------    ----------------------------------------
(dollars in thousands)                           AVERAGE      INTEREST       RATE            Average       Interest      Rate
- ----------------------                      ---------------- ------------- ----------    --------------- ------------- ----------

                                                                                                          
Liquidity management assets (1) (2)              $446,209       $ 4,545         4.04%         $294,690      $ 4,960         6.69%
Loans, net of unearned income (2)               1,944,166        36,419         7.43         1,537,385       37,112         9.60
                                            ---------------- ------------- ----------    --------------- ------------- ----------
   Total earning assets                         2,390,375        40,964         6.80%        1,832,075       42,072         9.14%
                                            ---------------- ------------- ----------    --------------- ------------- ----------

Interest-bearing deposits                       1,997,256        18,618         3.70%        1,574,841       22,823         5.77%
Federal Home Loan Bank advances                    64,565           677         4.16                --           --           --
Short-term borrowings and notes payable            55,229           578         4.15            76,227        1,139         5.95
Long-term debt - trust preferred securities        51,050         1,288        10.09            51,050        1,288        10.09
                                            ---------------- ------------- ----------    --------------- ------------- ----------
   Total interest-bearing liabilities           2,168,100        21,161         3.87%        1,702,118       25,250         5.90%
                                            ---------------- ------------- ----------    --------------- ------------- ----------

Tax equivalent net interest income                             $ 19,803                                    $ 16,822
                                                             =============                               =============
Net interest margin                                                             3.29%                                       3.65%
                                                                           ==========                                  ==========
Core net interest margin(3)                                                     3.50%                                       3.93%
                                                                           ==========                                  ==========
- -------------------------------
<FN>
(1)  Liquidity  management assets include securities,  interest earning deposits
     with banks and federal funds sold.
(2)  Interest  income  on  tax-advantaged   loans  and  securities   reflects  a
     tax-equivalent adjustment based on a marginal federal corporate tax rate of
     35%. This total  adjustment  for the quarters  ended  December 31, 2001 and
     2000 was $210,000 and $179,000, respectively.
(3)  The core net interest margin excludes the interest expense  associated with
     the Company's Trust Preferred Securities.
</FN>



The following  table presents a summary of the Company's net interest income and
related net interest  margins,  calculated on a fully taxable  equivalent basis,
for the years ended December 31, 2001 and 2000:



                                                       FOR THE YEAR ENDED                          For the Year Ended
                                                       DECEMBER 31, 2001                           December 31, 2000
                                            -----------------------------------------    ---------------------------------------
(dollars in thousands)                           AVERAGE      INTEREST       RATE            Average       Interest      Rate
- ----------------------                      ---------------- ------------- ----------    --------------- ------------- ---------

                                                                                                         
Liquidity management assets (1) (2)              $360,443      $ 17,463         4.84%       $ 263,666      $ 17,322        6.57%
Loans, net of unearned income (2)               1,786,596       149,850         8.39        1,416,419       131,428        9.28
                                            ---------------- ------------- ----------    --------------- ------------- ---------
   Total earning assets                         2,147,039       167,313         7.79%       1,680,085       148,750        8.85%
                                            ---------------- ------------- ----------    --------------- ------------- ---------

Interest-bearing deposits                       1,836,819        83,503         4.55%       1,449,837        78,670        5.43%
Federal Home Loan Bank advances                    21,945           942         4.29               --            --          --
Short-term borrowings and notes payable            53,649         2,845         5.30           74,893         4,371        5.84
Long-term debt - trust preferred securities        51,050         5,151        10.09           41,990         4,143        9.87
                                            ---------------- ------------- ----------    --------------- ------------- ---------
   Total interest-bearing liabilities           1,963,463        92,441         4.71%       1,566,720        87,184        5.56%
                                            ---------------- ------------- ----------    --------------- ------------- ---------

Tax equivalent net interest income                             $ 74,872                                    $ 61,566
                                                             =============                               =============
Net interest margin                                                             3.49%                                      3.66%
                                                                           ==========                                  =========
Core net interest margin(3)                                                     3.73%                                      3.91%
                                                                           ==========                                  =========
- -------------------------------
<FN>
(1)  Liquidity  management assets include securities,  interest earning deposits
     with banks and federal funds sold.
(2)  Interest  income  on  tax-advantaged   loans  and  securities   reflects  a
     tax-equivalent adjustment based on a marginal federal corporate tax rate of
     35%. This total  adjustment  for the years ended December 31, 2001 and 2000
     was $858,000 and $566,000, respectively.
(3)  The core net interest margin excludes the interest expense  associated with
     the Company's Trust Preferred Securities.
</FN>


                                     - 4 -

Net interest income, which is the difference between interest income and fees on
earning  assets and interest  expense on deposits and  borrowings,  is the major
source of earnings for the Company.  Tax-equivalent  net interest income for the
quarter  ended  December 31, 2001  totaled  $19.8  million,  an increase of $3.0
million,  or 18%, as compared to the $16.8 million  recorded in the same quarter
of 2000.  This  increase  mainly  resulted  from loan growth and the issuance of
$22.2  million of common  equity in June  2001,  and was offset in part by lower
yields.  Average loans in the fourth quarter of 2001 increased $407 million,  or
26%, over the fourth quarter of 2000. However,  the yields on earning assets and
rates paid on  interest-bearing  liabilities  during the fourth  quarter of 2001
reflect sharp  decreases from the yields and rates in the fourth quarter of 2000
resulting  from  eleven rate cuts by the Federal  Reserve in 2001  totaling  475
basis points.

Net  interest  margin  represents  net interest  income as a  percentage  of the
average  earning  assets during the period.  For the fourth quarter of 2001, the
net interest  margin was 3.29%,  a decrease of 36 basis points when  compared to
the margin of 3.65% in the prior year quarter.  This decrease resulted primarily
from the effects of continued  decreases in short-term rates causing compression
in the spread between the rates on  interest-bearing  liabilities and the yields
on earning  assets.  Compression  results when  deposit  rates cannot be reduced
commensurate  with changes in market rates due to current low level of the rates
paid on certain deposit accounts.  The core net interest margin,  which excludes
the interest expense on the Company's trust preferred securities,  was 3.50% for
the fourth  quarter of 2001,  and decreased 43 basis points when compared to the
prior year quarterly core margin of 3.93%.

The yield on total  earning  assets for the fourth  quarter of 2001 was 6.80% as
compared to 9.14% in 2000,  a decrease of 234 basis points  resulting  primarily
from the effect of  decreases in general  market  rates on liquidity  management
assets and loans. Loans are the most significant  component of the earning asset
base,  accounting  for 81% and  84% of  average  earning  assets  in the  fourth
quarters of 2001 and 2000,  respectively.  The fourth quarter 2001 loan yield of
7.43% decreased 217 basis points when compared to the prior year quarterly yield
of 9.60% and was due primarily to lower market rates.  The average prime lending
rate for the  fourth  quarter of 2001 was 5.17%,  reflecting  a decrease  of 433
basis  points,  or 46%,  compared to the average prime lending rate of 9.50% for
the fourth  quarter of 2000. The Company's loan portfolio does not re-price in a
parallel  fashion to changes in the prime rate due to a portion of the portfolio
being longer-term fixed rate loans. The yield on liquidity management assets was
4.04% in the fourth  quarter of 2001,  compared  to 6.69% in the same  period of
2000.

The rate paid on total  interest-bearing  liabilities  for the fourth quarter of
2001 was 3.87% as  compared to 5.90% in 2000,  a decrease  of 203 basis  points.
Interest-bearing   deposits   accounted   for  92%  of  total   interest-bearing
liabilities  in the  fourth  quarter  of 2001 and 93% of total  interest-bearing
liabilities  in the same  period  of 2000.  The  rate  paid on  interest-bearing
deposits averaged 3.70% for the fourth quarter of 2001 versus 5.77% for the same
quarter of 2000,  a  decrease  of 207 basis  points.  This  decrease  was caused
primarily  by  continued  decreases  in market  rates.  During  2001,  the Banks
initiated  borrowing from the Federal Home Loan Bank.  During the fourth quarter
of 2001,  the Bank had average  outstanding  advances from the Federal Home Loan
Bank of $65 million  with an average rate of 4.16%.  The Banks will  continue to
evaluate further advances from the Federal Home Loan Bank as a funding source in
the future.  The rate paid on short-term  borrowings and notes payable decreased
180 basis points to 4.15% in the fourth  quarter of 2001 as compared to 5.95% in
the same quarter of 2000.  The trust  preferred  securities  have fixed rates of
interest averaging 10.09%

For the year ended December 31, 2001, tax-equivalent net interest income totaled
$74.9  million and  increased  $13.3  million,  or 22%,  over the $61.6  million
recorded in the same period of 2000.  Consistent  with the  quarterly  comments,
this increase was mainly due to the growth in the Company's  earning asset base,
offset in part by lower yields and rates.  Average loans represented 83% and 84%
of average earnings assets in 2001 and 2000, respectively. Average loans in 2001
increased $370 million,  or 26%, over the average balance in 2000.

                                     - 5 -

Interest and fees on loans, on a tax equivalent basis,  totaled $150 million for
the year ended December 31, 2001, and increased $18.4 million,  or 14%, over the
same period of 2000.  The net  interest  margin for the year ended  December 31,
2001 was 3.49%,  a decrease of 17 basis points when  compared to the same period
in 2000. The core net interest margin for 2001 was 3.73%, a decrease of 18 basis
points from the same period of 2000.  Consistent with the fourth quarter margin,
the year-to-date margin decrease was mainly the result of sustained decreases in
short-term interest rates.



NON-INTEREST INCOME

For the fourth  quarter of 2001,  non-interest  income  totaled $7.5 million and
increased  $2.4  million,  or 48%,  over the  prior  year  quarter.  Significant
increases were realized in fees from the  origination and sale of mortgage loans
into  the  secondary   market  and  income  from  certain  covered  call  option
transactions.

Fees on  mortgage  loans  sold  include  income  from  originating  and  selling
residential real estate loans into the secondary  market.  For the quarter ended
December 31, 2001, these fees totaled $2.6 million, an increase of $1.7 million,
or 195%,  from the prior year quarter.  This  increase was due to  significantly
higher  levels  of  mortgage  origination  volumes,   particularly   refinancing
activity,  caused by the recent decreases in mortgage interest rates. Management
anticipates  that the high levels of refinance  activity  will taper off to more
normalized  levels in 2002 barring any further  reductions in mortgage  interest
rates.

The  administrative  services  revenue  contributed  by Tricom added $947,000 to
total non-interest  income in the fourth quarter of 2001, a decrease of $117,000
from the prior year quarter.  This revenue comprises income from  administrative
services,  such as data  processing  of  payrolls,  billing and cash  management
services,  to temporary  staffing service clients located  throughout the United
States. The revenue growth at Tricom has stagnated in recent quarters due to the
general  slowdown in the economy and the reduction in the placement of temporary
staffing  individuals by Tricom's customers.  Tricom also earns interest and fee
income from  providing  short-term  accounts  receivable  financing to this same
client base, which is included in the net interest income category.

As a result of continued strong loan  originations  during the fourth quarter of
2001, the Company sold approximately $58 million of premium finance  receivables
to an unrelated  third party and  recognized  gains of $908,000  related to this
activity,  compared to the sale of $53 million of premium finance receivables in
the fourth  quarter of 2000 that  resulted  in gains of  $954,000.  The  Company
currently has a philosophy of maintaining its average  loan-to-deposit  ratio in
the  range of  85-90%.  During  the  fourth  quarter  of  2001,  the  ratio  was
approximately  87%.  Accordingly,   the  Company  sold  excess  premium  finance
receivables volume to an unrelated third party financial institution. Consistent
with  Wintrust's  strategy to be  asset-driven  and the desire to  maintain  our
loan-to-deposit  ratio in the aforementioned  range, it is probable that similar
sales of premium finance receivables will occur in the future.

Service charges on deposit  accounts  totaled $714,000 for the fourth quarter of
2001,  an increase of  $204,000,  or 40%,  when  compared to the same quarter of
2000.  This  increase was due to a higher  deposit  base and a larger  number of
accounts at the banking  subsidiaries.  The majority of deposit  service charges
relates to customary fees on overdrawn accounts and returned items. The level of
service charges received is substantially  below peer group levels as management
believes in the philosophy of providing high quality service without encumbering
that service with numerous activity charges.

                                     - 6 -


Trust and asset management fees totaled $537,000 for the fourth quarter of 2001,
compared to $497,000 in the same  quarter of 2000.  The  down-turn  in the stock
market  over the past year has had a  negative  impact on the  valuation  of the
equity securities under management,  similar to that of the broader market,  and
the fees  earned  thereon.  Wintrust  is  committed  to  growing  the  trust and
investment  business in order to better  service its customers and create a more
diversified  revenue stream.  As a result of that commitment,  during the fourth
quarter of 2001,  the Company  announced the signing of an agreement to purchase
Wayne  Hummer  Investments  LLC, a  registered  broker/dealer,  and Wayne Hummer
Management Company, a registered  investment advisor,  (collectively,  the Wayne
Hummer Companies). The Wayne Hummer Companies are locally-based companies with a
well-known and respected  reputation.  Wintrust believes that the acquisition of
the Wayne Hummer  Companies  will  diversify and enhance the  Company's  revenue
stream.  The  transaction  is subject to regulatory  approval and is expected to
close in the first quarter of 2002.  (See Company's press release dated December
26, 2001.)

Other  non-interest  income for the fourth  quarter of 2001 totaled $1.7 million
and  increased  $636,000,  or 60%, over the prior year  quarterly  total of $1.1
million.  This  increase  was due  primarily  to a $632,000  increase in premium
income from certain  covered  call option  transactions.  The Company  routinely
enters into these  transactions with the goal of enhancing its overall return on
its investment portfolio.  The Company generally writes the call options against
certain U.S.  Treasury and agency issues held in its portfolio for liquidity and
other purposes.  The premium income from these covered call option  transactions
totaled  $910,000 in the fourth  quarter of 2001 and $278,000 in the same period
of 2000.  Rental income from  equipment  leases  totaled  $375,000 in the fourth
quarter of 2001 and $390,000 in the fourth quarter of 2000.

For the year  ended  December  31,  2001,  total  non-interest  income was $28.8
million and  increased  $10.5  million,  or 57%,  when  compared  to 2000.  This
increase was  primarily  the result of a $4.9 million  increase in fees from the
sale of  mortgage  loans and a $3.5  million  increase  in premium  income  from
covered call option  transactions.  Also  contributing  to the increase in other
non-interest  income were  increases of $733,000 in gains on the sale of premium
finance  receivables,  $568,000  in  service  charges on  deposit  accounts  and
$377,000 in net securities  gains.  These  increases were partially  offset by a
decrease of $318,000 in administrative services revenue generated by Tricom.



NON-INTEREST EXPENSE

Non-interest  expense for the fourth  quarter of 2001 totaled  $17.2 million and
increased  $2.5  million,  or 17%,  from the fourth  quarter 2000 total of $14.7
million. The continued growth and expansion of the de novo banks,  including the
opening  of the  Company's  seventh  de novo bank  (Northbrook  Bank & Trust) in
November 2000, and the growth in the premium  finance  business were the primary
causes for this increase.  Since the end of 2000,  total deposits have grown 27%
and total loan balances have risen 32%,  requiring higher levels of staffing and
other costs to both attract and service the larger customer base.

Salaries and employee  benefits  totaled $9.4 million for the fourth  quarter of
2001, an increase of $1.5 million,  or 20%, as compared to the prior year fourth
quarter  total of $7.9  million.  This  increase was  primarily due to increased
staffing at the banks and the premium  finance  subsidiary  due to the increased
volume of business and increases in commissions paid related to fees on mortgage
loans sold.

Other categories of non-interest expense,  such as occupancy expense,  equipment
expense and data  processing,  also increased over the prior year fourth quarter
due to the general  growth of the Company.  Other  non-interest  expense,  which
includes loan expenses,  correspondent bank service charges, postage, insurance,
stationery and

                                     - 7 -

supplies,  telephone,  directors fees, and other sundry expenses, also increased
when  compared to the prior year  quarter  due mainly to the  factors  mentioned
earlier.  In the fourth quarter of 2000, the Company received a partial recovery
of $200,000  related to a fraud loss it  reported in the third  quarter of 2000.
The  recovery  was  recorded  in  non-interest  expense  as a  reduction  of the
previously reported loss.

For the year ended December 31, 2001, non-interest expense totaled $65.8 million
and increased $8.0 million,  or 14%, over 2000. The prior year results reflect a
non-recurring charge of $4.3 million attributable to a fraud perpetrated against
the Company's premium finance subsidiary.  Excluding this non-recurring  charge,
non-interest  expense increased $12.3 million,  or 23%, over 2000. This increase
was  predominantly  due to the  continued  growth of loan and deposit  accounts,
increases  in  commissions  paid to  mortgage  loan  originators  and  increased
staffing at the Company's  premium finance  subsidiary.  Despite this growth and
the  related  increases  in many of the  non-interest  expense  categories,  the
Company's net overhead  ratio for 2001  improved to 1.59%,  compared to 1.90% in
2000 (excluding the  non-recurring  charge) and its efficiency ratio improved to
63.66% in 2001 compared to 66.93% in 2000 (excluding the non-recurring charge.)

                                     - 8 -


ASSET QUALITY

Allowance for Possible Loan Losses

A  reconciliation  of the activity in the balance of the  allowance for possible
loan losses for the three  months and years ended  December 31, 2001 and 2000 is
shown as follows (dollars in thousands):



                                                            THREE MONTHS ENDED                              YEAR ENDED
                                                               DECEMBER 31,                                DECEMBER 31,
                                                        2001                  2000                2001                   2000
                                                  -----------------      ---------------    ------------------     -----------------

                                                                                                             
  Balance at beginning of period                       $ 13,094              $10,231              $ 10,433               $  8,783

 Provision for possible loan losses                       1,898                1,384                 7,900                  5,055

 Charge-offs
 -----------
  Core banking loans                                        267                  292                 1,077                  1,050
  Indirect automobile loans                                 339                  360                 1,080                  1,339
  Tricom finance receivables                                103                   --                   103                     73
  Premium finance receivables                               763                  647                 3,062                  1,294
                                                  -----------------      ---------------    ------------------     -----------------
     Total charge-offs                                    1,472                1,299                 5,322                  3,756
                                                  -----------------      ---------------    ------------------     -----------------

 Recoveries
 ----------
  Core banking loans                                         80                   37                   236                     58
  Indirect automobile loans                                  42                   44                   194                    164
  Tricom finance receivables                                 --                   --                    --                     --
  Premium finance receivables                                44                   36                   245                    129
                                                  -----------------      ---------------    ------------------     -----------------
      Total recoveries                                      166                  117                   675                    351
                                                  -----------------      ---------------    ------------------     -----------------

  Net charge-offs                                        (1,306)              (1,182)               (4,647)                (3,405)
                                                  -----------------      ---------------    ------------------     -----------------

  Balance at December 31                               $ 13,686              $10,433              $ 13,686               $ 10,433
                                                  =================      ===============    ==================     =================

  Loans at December 31                                                                          $2,061,383             $1,558,020
                                                                                            ==================     =================

  Allowance as a percentage of loans                                                                  0.66%                  0.67%
                                                                                            ==================     =================

  Net charge-offs as a percentage of average:
        Core banking loans                                                                            0.07%                  0.11%
        Indirect automobile loans                                                                     0.46%                  0.50%
        Tricom finance receivables                                                                    0.55%                  0.35%
        Premium finance receivables                                                                   0.79%                  0.43%
                                                                                            ------------------     -----------------
            Total loans                                                                               0.26%                  0.24%
                                                                                            ==================     =================

       Provision for possible loan losses                                                            58.82%                 67.36%
                                                                                            ==================     =================


The  provision  for  possible  loan losses  totaled  $1.9 million for the fourth
quarter of 2001, an increase of $514,000  from the $1.4 million  recorded in the
fourth  quarter of 2000.  For the year ended  December 31, 2001,  the  provision
totaled $7.9 million and increased  $2.8 million from the prior year total.  The
higher  provisions in 2001 were a result of overall growth in the loan portfolio
of 32% and a higher level of net charge-offs in the premium finance  receivables
portfolio in 2001 compared to 2000.

                                     - 9 -

Management  believes  the  allowance  for  possible  loan  losses is adequate to
provide  for  probable  losses in the  portfolio.  There  can be no  assurances,
however,  that future losses will not exceed the amounts  provided for,  thereby
affecting  future results of operations.  The amount of future  additions to the
allowance for possible loan losses will be dependent  upon the economy,  changes
in real estate values, interest rates, the regulatory environment,  the level of
past-due and non-performing loans, and other factors.

Past Due Loans and Non-performing Assets
- ----------------------------------------

The following table sets forth the Company's  non-performing assets at the dates
indicated.  The information in the table should be read in conjunction  with the
detailed discussion following the table (dollars in thousands).



                                                          December 31,        September 30,        June 30,          December 31,
                                                              2001                2001               2001                2000
                                                              ----                ----               ----                ----
                                                                                                             
Past Due greater than 90 days
     and still accruing:
      Core banking loans:
         Residential real estate and home equity               $   168             $   928            $   389              $   --
         Commercial, consumer and other                          1,059                 495                866                 651
      Indirect automobile loans                                    361                 384                372                 397
      Tricom receivables                                            --                  --                 --                  --
      Premium finance receivables                                2,402               3,131              2,982               4,306
                                                        ------------------  ------------------ ------------------  -----------------
          Total                                                  3,990               4,938              4,609               5,354
                                                        ------------------  ------------------ ------------------  -----------------

Non-accrual loans:
      Core banking loans:
         Residential real estate and home equity                 1,385                 869                411                 153
         Commercial, consumer and other                          1,180                 900                978                 617
      Indirect automobile loans                                    496                 364                274                 221
      Tricom receivables                                           104                 207                112                  --
      Premium finance receivables                                5,802               6,042              6,392               3,338
                                                        ------------------  ------------------ ------------------  -----------------
          Total non-accrual loans                                8,967               8,382              8,167               4,329
                                                        ------------------  ------------------ ------------------  -----------------

Total non-performing loans:
      Core banking loans:
         Residential real estate and home equity                 1,553               1,797                800                 153
         Commercial, consumer and other                          2,239               1,395              1,844               1,268
      Indirect automobile loans                                    857                 748                646                 618
      Tricom receivables                                           104                 207                112                  --
      Premium finance receivables                                8,204               9,173              9,374               7,644
                                                        ------------------  ------------------ ------------------  -----------------
          Total non-performing loans                            12,957              13,320             12,776               9,683
                                                        ------------------  ------------------ ------------------  -----------------

Other real estate owned                                            100                 244                100                  --
                                                        ------------------  ------------------ ------------------  -----------------

Total non-performing assets                                   $ 13,057            $ 13,564           $ 12,876            $  9,683
                                                        ==================  ================== ==================  =================

Total  non-performing  loans by  category  as a  percent  of its own  respective
  category:
      Core banking loans:
         Residential real estate and home equity                    0.35%               0.46%              0.22%               0.05%
         Commercial, consumer and other                             0.21%               0.15%              0.21%               0.18%
      Indirect automobile loans                                     0.47%               0.39%              0.34%               0.30%
      Tricom receivables                                            0.57%               1.08%              0.67%                --
      Premium finance receivables                                   2.36%               2.73%              2.71%               2.44%
                                                        ------------------  ------------------ ------------------  -----------------
         Total non-performing loans                                 0.63%               0.72%              0.71%               0.62%
                                                        ==================  ================== ==================  =================

Total non-performing assets as a
  percent of  total assets                                          0.48%               0.54%              0.55%               0.46%
                                                        ==================  ================== ==================  =================

Allowance for possible loan losses as a
  percent of non-performing loans                                 105.63%              98.30%             94.79%             107.75%
                                                        ==================  ================== ==================  =================


                                     - 10 -


Non-performing Core Banking Loans

Total  non-performing  loans for the Company's  core banking  business were $3.8
million  as of  December  31,  2001  and  were  comprised  of  $1.6  million  of
residential  real estate and home equity loans and $2.2  million of  commercial,
commercial real estate and consumer loans. The  non-performing  residential real
estate and home equity loans  increased  $1.4 million from the December 31, 2000
balance and represented  0.35% of such  outstanding  loans at December 31, 2001.
The  non-performing  commercial,  commercial  real  estate  and  consumer  loans
increased  $971,000 from the December 31, 2000 balance and represented  0.21% of
such  outstanding  loans at December 31, 2001,  compared to 0.18% as of December
31, 2000.  Non-performing core banking loans consist primarily of a small number
of commercial and real estate loans, which management  believes are well secured
and in the process of collection.  The small number of such non-performing loans
allows  management to monitor  closely the status of these credits and work with
the borrowers to resolve these problems effectively.


Non-performing Premium Finance Receivables

The table below presents the level of non-performing premium finance receivables
as of December  31,  2001 and 2000,  and the amount of net  charge-offs  for the
years then ended.



                                                                                         12/31/01            12/31/00
                                                                                         --------            --------
                                                                                                     
     Non-performing premium finance receivables                                        $8,204,000          $7,644,000
       - as a percent of premium finance receivables                                        2.36%               2.44%

     Net charge-offs of premium finance receivables                                    $2,817,000          $1,165,000
       - as a percent of average premium finance receivables                                0.79%               0.43%



The level of non-performing  premium finance  receivables,  although higher than
the amount at December  31,  2000,  has  declined  since the levels at March 31,
2001, June 30, 2001 and September 30, 2001. Additionally, non-performing premium
finance   receivables  as  a  percent  of  total  premium  finance   receivables
outstanding  declined to 2.36% at  December  31,  2001,  from 2.73% and 2.44% at
September  30,  2001  and  December  31,  2000,  respectively.  As  noted in the
Company's prior quarterly earnings releases in 2001, the Company eliminated more
than 1,300 relationships with insurance agencies that were referring business to
our premium  finance  subsidiary  that had relatively  small balances and higher
than normal  delinquency  rates. The business  associated with those accounts is
gradually becoming a less significant percent of the entire portfolio and should
be nearly extinguished by the end of the current fiscal year. We continue to see
progress in this portfolio and we continue to expect the level of non-performing
loans related to this portfolio to decline again in the next quarter.

The ratio of non-performing  premium finance receivables  fluctuates  throughout
the year due to the nature  and  timing of  canceled  account  collections  from
insurance  carriers.  Due  to the  nature  of  collateral  for  premium  finance
receivables,  it customarily  takes 60-150 days to convert the  collateral  into
cash  collections.  Accordingly,  the level of  non-performing  premium  finance
receivables is not necessarily indicative of the loss inherent in the portfolio.
In the event of default,  the  Company  has the ability to cancel the  insurance
policy and  collect  the  unearned  portion of the  premium  from the  insurance
carrier.  In the event of  cancellation,  the cash  returned  in  payment of the
unearned  premium by the insurer  should  generally be  sufficient  to cover the
receivable  balance,  the  interest and other  charges due. Due to  notification
requirements  and processing time by most insurance  carriers,  many receivables
will become delinquent beyond 90 days while the insurer is processing the return
of the unearned premium.  Management continues to accrue interest until maturity
as the unearned  premium is  ordinarily  sufficient  to pay-off the  outstanding
balance and contractual interest due.

                                     - 11 -


Non-performing Indirect Automobile Loans

Total  non-performing  indirect  automobile  loans were $857,000 at December 31,
2001 and $618,000 at December 31, 2000. The ratio of these  non-performing loans
to total  indirect  automobile  loans was 0.47% at December 31,  2001,  0.39% at
September  30, 2001,  and 0.30% at December 31, 2000.  As noted in the Allowance
for Possible Loan Losses table,  net  charge-offs as a percent of total indirect
automobile  loans  decreased  from 0.50% in 2000 to 0.46% in 2001.  Despite  the
increase in the level of net  non-performing  loans, these ratios continue to be
below standard  industry  ratios for this type of lending.  Due to the impact of
the  current  economic  and  competitive  environment  surrounding  this type of
lending, management has been reducing the level of new indirect automobile loans
originated.  Indirect automobile loans at December 31, 2001 were $184 million, a
decrease of $19 million, or 10%, from the balance at December 31, 2000.


FORWARD-LOOKING STATEMENTS

This press release contains forward-looking  statements related to the Company's
financial  performance  that are based on  estimates.  The Company  intends such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of invoking these safe
harbor  provisions.  Actual results could differ materially from those addressed
in the  forward-looking  statements  due to factors  such as changes in economic
conditions,  competition,  or other factors that may  influence the  anticipated
growth rate of loans and deposits,  the quality of the loan portfolio,  loan and
deposit pricing,  unanticipated changes in interest rates that negatively impact
net  interest  income,  future  events that may cause  unforeseen  loan or lease
losses,  slower than anticipated  development and growth of Tricom and the trust
and  investment  business,  unanticipated  changes  in  the  temporary  staffing
industry,  the ability to adapt successfully to technological changes to compete
effectively  in the  marketplace,  failure to obtain the necessary  approvals to
consummate  the  purchase of the Wayne  Hummer  Companies,  competition  and the
related  pricing  of  brokerage  and  asset  management   products,   unforeseen
difficulties in integrating the acquisition of the Wayne Hummer  Companies,  the
ability  to pursue  acquisition  and  expansion  strategies  and the  ability to
attract and retain  experienced senior  management.  Therefore,  there can be no
assurances that future actual results will  correspond to these  forward-looking
statements.

                                     - 12 -